REG - AIM - Schedule 1 - Sundae Bar Plc

Bank Of New York MellonAnnouncement

12/05/2025 09:00

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RNS Number : 1567I  AIM  12 May 2025

  ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN
 ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

 COMPANY NAME:

 Sundae Bar Plc (the "Company" or "Sundae Bar")

 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS
 (INCLUDING POSTCODES):

 Registered Office Address:

 Salisbury House, London Wall

 London EC2M 5PS

 United Kingdom

 COUNTRY OF INCORPORATION:

 United Kingdom

 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

 http://corporate.sundaebar.ai/ (http://corporate.sundaebar.ai/)

 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN
 INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS
 SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
 STATED:

 Sundae Bar Plc, formerly Kondor AI Plc, is a technology company mainly
 operating in the United Kingdom.

 The Company's objective is to create a unified marketplace for businesses and
 AI agents that will address the growing demand for scalable, accessible AI
 solutions while simplifying the end-to-end process of bringing AI agents to
 market. AI agents have emerged as one of the transformative segments in the AI
 market growth and refer to a software system or program capable of
 autonomously performing tasks on behalf of a user or another system by
 designing its workflow and utilising available tools.

 The Directors current focus is on building a dynamic platform that serves as a
 two-sided marketplace for AI agents, enabling AI developers to market, manage,
 and sell their agents, while providing businesses and individuals a trusted
 place to search, discover, test and hire AI agents. The sundae_bar platform
 that the Company is developing will provide essential tools for creating,
 customising, scaling and monetizing AI agents, in order to offer a
 full-service solution for AI creators similar to how e-commerce platforms
 empowers e-commerce entrepreneurs.

 To enable faster development of the platform, the Company has recently
 acquired Ora Technology Plc ("Ora") with an existing and ready to deploy
 infrastructure to support secure transactions, compliance and AI agents
 management. The Company anticipates launching its sundae_bar platform
 following Admission.

 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER
 OF THE SECURITIES (i.e. where known, number and type of shares, nominal value
 and issue price to which it seeks admission and the number and type to be held
 as treasury shares):

 Ordinary Shares of 0.1 pence each ("Ordinary Shares") for which Admission will
 be sought at an issue price of 8 pence (the "Placing Price"):

 A total of 411,730,050 Ordinary Shares comprising:

 -     386,730,050 Ordinary Shares; and

 -     25,000,000 Placing Shares.

 Ordinary Shares are and will remain freely transferable and have no
 restrictions as to transfer placed on them

 No Shares are or will be held in treasury.

 Note: The Company's offer for Ora is wholly unconditional and the Company
 announced on 28 March 2025, that it had begun the implementation of the
 compulsory acquisition procedure pursuant to Chapter 3 of Part 28 of the
 Companies Act to acquire the remaining Ora Shares in respect of which the
 Offer had not been accepted. Accordingly, the number of shares in issue on
 Admission takes into account the full number of shares which are issuable on
 the acquisition of a 100% of Ora.

 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED
 MARKET CAPITALISATION ON ADMISSION:

 Capital to be raised on Admission: £2 million

 Anticipated market capitalisation on Admission approx. c. £33 million at the
 Placing Price

 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

 Approx. 60 per cent.

 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES
 (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

 The Company's securities are currently admitted to the Access Segment of the
 Aquis Stock Exchange Growth Market ("Aquis") where trading remains suspended.
 Concurrently with the Admission, the Aquis listing will be cancelled.

 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the
 first name by which each is known or including any other name by which each is
 known):

 Directors on Admission:

 Jonathan Franklin Bixby, Non-Executive Chairman

 Jill Barbara Kenney, Chief Executive Officer

 Benjamin (Ben) Laurence Walter Sampson, Chief Financial Officer

 Luke Sebastian Cairns, Independent Non-Executive Director

 James Frederick Alexander Shepherd, Independent Non-Executive Director

 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE
 OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first
 name by which each is known or including any other name by which each is
 known):

                     As at the date of the Document                                         On Admission
 Name of Shareholder                       Number of Ordinary Shares  % of Ordinary Share Capital before Placing  Number of Ordinary Shares  % of the Enlarged Ordinary Share Capital
 Toro Consulting Ltd*                      60,817,600                 15.73%                                      60,817,600                 14.77%
 Marallo Holdings Inc**                    57,118,400                 14.77%                                      57,118,400                 13.87%
 Fidelio Partners Pte Ltd                  31,817,600                 8.23%                                       31,817,600                 7.73%
 Crowdform Ltd***                          26,304,668                 6.80%                                       26,304,668                 6.39%
 First Sentinel Corporate Finance Ltd****  17,802,400                 4.60%                                       17,802,400                 4.32%
 California Two Pizza Ventures Inc         13,817,600                 3.57%                                       13,817,600                 3.36%
 Alpha Capital Group                       11,908,800                 3.08%                                       11,908,800                 2.89%

 

 *The shares of Toro Consulting Ltd are held by Jonathan Bixby, the Chairman of
 the Company

 **Marallo Holdings Inc is controlled by Michael Edwards

 ***Crowdform is a subsidiary of Pioneer Media Holdings Inc, CBOE Canada
 (previously NEO Exchange) quoted, a company of which Michael Edwards holds
 less than 5% of shares.

 Michael Edwards and Jonathan Bixby are business associates

 ****Brian Stockbridge, FSCF - The Bank of New York (Nominees) Limited. Brian
 Stockbridge and FSCF - The Bank of New York (Nominees) Limited being connected

 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
 (H) OF THE AIM RULES:

 None

 (i)         ANTICIPATED ACCOUNTING REFERENCE DATE

 (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
 ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
 interim financial information)

 (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
 PURSUANT TO AIM RULES 18 AND 19:

 (i)         30 September

 (ii)        For the Company 30 September 2024 (audited annual report),
 for Ora 31 January 2025 (unaudited interim results)

 (iii)       30 June 2025 (unaudited half year report for the period
 ended 31 March 2025)

       31 March 2026 (audited annual report for the year ended 30
 September 2025) and 30 June 2026 (unaudited half year report for the period
 ended 31 March 2026)

 EXPECTED ADMISSION DATE:

 2 June 2025

 NAME AND ADDRESS OF NOMINATED ADVISER:

 Beaumont Cornish Limited

 Building 3, 566 Chiswick High Road

 London

 W4 5YA

 United Kingdom

 NAME AND ADDRESS OF BROKER:

 Clear Capital Markets Limited

 6(th) Floor, Wilson's Corner

 23-25 Wilson Street

 London

 EC2M 2DD

 United Kingdom

 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
 INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
 STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
 ADMISSION OF ITS SECURITIES:

 The AIM Admission Document, which will contain full details of the applicant
 and admission of its securities, will be available:
 http://corporate.sundaebar.ai/ (http://corporate.sundaebar.ai/)

 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 QCA Code (2023)

 DATE OF NOTIFICATION:

  12 May 2025

 NEW/ UPDATE:

 New

 

*The shares of Toro Consulting Ltd are held by Jonathan Bixby, the Chairman of
the Company

**Marallo Holdings Inc is controlled by Michael Edwards

***Crowdform is a subsidiary of Pioneer Media Holdings Inc, CBOE Canada
(previously NEO Exchange) quoted, a company of which Michael Edwards holds
less than 5% of shares.

Michael Edwards and Jonathan Bixby are business associates

****Brian Stockbridge, FSCF - The Bank of New York (Nominees) Limited. Brian
Stockbridge and FSCF - The Bank of New York (Nominees) Limited being connected

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH
(H) OF THE AIM RULES:

 

None

 

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE
ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)

(iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:

 

(i)         30 September

(ii)        For the Company 30 September 2024 (audited annual report),
for Ora 31 January 2025 (unaudited interim results)

(iii)       30 June 2025 (unaudited half year report for the period
ended 31 March 2025)

      31 March 2026 (audited annual report for the year ended 30
September 2025) and 30 June 2026 (unaudited half year report for the period
ended 31 March 2026)

 

EXPECTED ADMISSION DATE:

 

2 June 2025

 

NAME AND ADDRESS OF NOMINATED ADVISER:

 

Beaumont Cornish Limited

 

Building 3, 566 Chiswick High Road

London

W4 5YA

United Kingdom

 

NAME AND ADDRESS OF BROKER:

 

Clear Capital Markets Limited

 

6(th) Floor, Wilson's Corner

23-25 Wilson Street

London

EC2M 2DD

United Kingdom

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR
INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A
STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:

 

The AIM Admission Document, which will contain full details of the applicant
and admission of its securities, will be available:
http://corporate.sundaebar.ai/ (http://corporate.sundaebar.ai/)

 

 

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

 

QCA Code (2023)

 

DATE OF NOTIFICATION:

 

 12 May 2025

 

NEW/ UPDATE:

 

New

 

 

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